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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(incorporated in Bermuda with limited liability)
(Stock Code: 380)

PROPOSED SHARE CONSOLIDATION AND

PROPOSED CHANGE IN BOARD LOT SIZE

Financial adviser to the Company



PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Shares of par value of HK$0.002 each will be consolidated into one (1) Consolidated Share of par value of HK$0.02. The Share Consolidation will become effective upon fulfillment of the conditions set out under the section headed "Conditions of the Share Consolidation".
PROPOSED CHANGE IN BOARD LOT SIZE
The Board proposes to change the board lot size for trading on the Stock Exchange from 20,000 Shares to
4,000 Consolidated Shares after and conditional upon the Share Consolidation becoming effective.
Other than the relevant expenses, including but not limited to professional fees and printing charges incurred, the implementation of the Share Consolidation and the Change in Board Lot Size will have no material effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interests of the Shareholders. The Directors believe that the Share Consolidation will not have any material adverse effect on the financial position of the Group.
GENERAL
A SGM will be convened and held for the Shareholders to consider, and if thought fit, to approve the proposed Share Consolidation. A circular containing, among other things, further details about the Share Consolidation and the Change in Board Lot Size and the notice convening the SGM, will be despatched to the Shareholders on or before 31 December 2014.

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PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Shares of par value of HK$0.002 each will be consolidated into one (1) Consolidated Share of par value of HK$0.02.
Conditions of the Share Consolidation
The Share Consolidation is conditional upon (i) the passing of the relevant resolution to approve the Share Consolidation by the Shareholders at the SGM; and (ii) the Listing Committee of the Stock Exchange granting approval to the listing of, and permission to deal in, the Consolidated Shares and the Consolidated Shares which may fall to be issued upon exercise of the Outstanding Options.
An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares and the Consolidated Shares which may fall to be issued upon exercise of the Outstanding Options.
The Share Consolidation will become effective on the next Business Day immediately following the fulfillment of the above conditions.
Effect of the Share Consolidation
As at the date of this announcement, the authorised share capital of the Company is HK$500,000,000 divided into 250,000,000,000 Shares of HK$0.002 each, of which 13,332,700,000 Shares have been issued and are fully paid or credited as fully paid. Assuming that no further Shares are issued or repurchased between the date of this announcement and the date of the SGM, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$500,000,000 divided into
25,000,000,000 Consolidated Shares of HK$0.02 each, of which 1,333,270,000 Consolidated Shares will be in issue which are fully paid or credited as fully paid following the Share Consolidation becoming effective.
Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other.
Free exchange of Consolidated Shares' certificates and trading arrangement
Subject to the Share Consolidation becoming effective, which is expected to be on Monday, 19 January 2015. Shareholders may, during the period from Monday, 19 January 2015 to Friday, 27 February 2015 (both days inclusive) between 9:00 a.m. and 4:00 p.m. on any Business Day, submit share certificates for the existing Shares in grey colour to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre,
183 Queen's Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for new
certificates of the Consolidated Shares in blue colour. Thereafter, each share certificate for the existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be from time to time be specified by the Stock Exchange) for each new share certificate issued for the Consolidated Shares or each share certificate for the existing Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher. Nevertheless, the share certificates for the existing Shares will continue to be good evidence of legal title and may be exchanged for new share certificates for the Consolidated Shares at any time but are not accepted for trading, settlement and registration upon completion of the Share Consolidation.

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The Outstanding Options
As at the date of this announcement, 309,000,000 Outstanding Options granted under the Share Option Scheme are outstanding. Under the relevant terms and conditions thereof, the Share Consolidation may lead to adjustments to the exercise price and/or the number of shares of the Company falling to be issued upon exercise of the Outstanding Options pursuant to the terms thereof. Further announcement will be made by the Company in respect of such adjustments as and when appropriate.
Save for the aforesaid, the Company does not have any options outstanding under any share option scheme of the Company or any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into shares of the Company as at the date of this announcement.
PROPOSED CHANGE IN BOARD LOT SIZE
As at the date of this announcement, the shares of the Company are traded in board lot size of 20,000 Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 20,000 Shares to
4,000 Consolidated Shares after and conditional upon the Share Consolidation becoming effective.
Based on the closing price of HK$0.054 per Share (equivalent to HK$0.54 per Consolidated Share) as at the date of this announcement, the value of each board lot of 4,000 Consolidated Shares, assuming the Share Consolidation had already become effective, would be HK$2,160.
Arrangement on odd lot trading
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm to provide matching services, on a best effort basis, to those Shareholders who wish to top up or sell their holding of odd lots of the Consolidated Shares. Details of the odd lot trading arrangement will be stated in the circular to be despatched to the Shareholders which shall also contain, inter alia, details of the Share Consolidation and the Change in Board Lot Size.
REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE
The Shares have been traded on the Stock Exchange at below HK$0.10 for some time. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange, which will reduce the overall transaction and handling costs of dealings in the Consolidated Shares. Furthermore, the Share Consolidation will reduce the administration cost of the Company. In view of the above, the Board considers that the Share Consolidation and the Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole.
Other than the relevant expenses, including but not limited to professional fees and printing charges incurred, the implementation of the Share Consolidation and the Change in Board Lot Size will have no material effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interests of the Shareholders. The Directors believe that the Share Consolidation will not have any material adverse effect on the financial position of the Group.

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EXPECTED TIMETABLE
The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below:
Event Time and date
Expected date of despatch of the circular, notice and proxy form of the SGM not later than Wednesday,
31 December 2014
Latest time for return of proxy form of the SGM (not less than 48 hours prior to time of the SGM)
11:30 a.m. on Wednesday,
14 January 2015
SGM 11:30 a.m. on Friday,
16 January 2015
Announcement of results of the SGM Friday, 16 January 2015
Effective date of the Share Consolidation Monday, 19 January 2015
Commencement of dealings in the Consolidated Shares 9:00 a.m. on Monday,
19 January 2015
Original counter for trading in Shares (in board lots of 20,000 Shares) closes 9:00 a.m. on Monday,
19 January 2015
Temporary counter for trading in Consolidated Shares in board lots of 2,000
Consolidated Shares (in the form of existing share certificates) opens
9:00 a.m. on Monday,
19 January 2015
First day for free exchange of existing share certificates for new share certificates for Consolidated Shares commences
Monday, 19 January 2015
Original counter for trading in Consolidated Shares in new board lots of
4,000 Consolidated Shares (in the form of new share certificates) re-opens
9:00 a.m. on Monday,
2 February 2015
Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of Consolidated Shares
9:00 a.m. on Monday,
2 February 2015
Parallel trading in Consolidated Shares (in the form of new and existing share certificates) begins
Monday, 2 February 2015
Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of Consolidated Shares
4:00 p.m. on Tuesday,
24 February 2015
Temporary counter for trading in board lots of 2,000 Consolidated Shares
(in the form of existing share certificates) closes
4:00 p.m. on Tuesday,
24 February 2015
Parallel trading in Consolidated Shares (in the form of new and existing certificates) ends
4:00 p.m. on Tuesday,
24 February 2015
Last day for free exchange of existing certificates for new certificates for
Consolidated Shares
Friday, 27 February 2015

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All times and dates in this announcement refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.
GENERAL
A SGM will be convened and held for the Shareholders to consider, and if thought fit, to approve the proposed Share Consolidation. A circular containing, among other things, further details about the Share Consolidation and the Change in Board Lot Size and the notice convening the SGM, will be despatched to the Shareholders on or before 31 December 2014.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
"Board" the board of Directors
"Business Day" a day (other than a Saturday and Sunday) on which licensed banks are generally open for business more than five hours in Hong Kong
"Change in Board Lot Size" the proposed change in board lot size of the shares of the Company for trading on the Stock Exchange from 20,000 Shares to 4,000 Consolidated Shares
"Company" China Pipe Group Limited, a company incorporated in Bermuda with limited liability and the securities of which are listed on the main board of the Stock Exchange
"Consolidated Share(s)" Share(s) of par value of HK$0.02 each in the share capital of the
Company upon completion of the Share Consolidation
"Director(s)" director(s) of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Outstanding Options" the right(s) granted under the Share Option Scheme to subscribe for shares of the Company in accordance with the Share Option Scheme
"PRC" the People's Republic of China
"SGM" the special general meeting of the Company to be convened to consider and, if thought fit, to approve the proposed Share Consolidation
"Share Consolidation" the proposed consolidation of every ten (10) issued and unissued Shares of par value of HK$0.002 each into one (1) Consolidated Share of par value of HK$0.02 each

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"Share Option Scheme" the share option scheme of the Company adopted on 24 June 2004
"Share(s)" ordinary share(s) in the issued and unissued capital of the Company, the par value of which being of HK$0.002 each prior to the Share Consolidation
"Shareholder(s)" holder(s) of Shares or Consolidated Shares, as the case may be
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"%" or "per cent." percentage or per centum
By Order of the Board of China Pipe Group Limited Lai Guanglin
Chairman
Hong Kong, 11 December 2014
As at the date of this announcement, the Board consists of Mr. Lai Guanglin, Mr. Yu Ben Ansheng and Mr. Lai Fulin as executive Directors; Mr. U Kean Seng as non-executive Director; and Mr. Wong Yee Shuen, Wilson, Mr. Chen Wei Wen and Ms. Yang Li as independent non-executive Directors.

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